Corporate Secretary

Common questions about corporate secretary in Singapore, answered by the team at E&H Corporate Services.

What is a corporate secretary and what do they do in Singapore?Appointing a Company Secretary within 6 months of incorporation is mandatory under Section 171 of the Companies Act . Role: They are responsible for ensuring your company remains compliant with the law, including filing Annual Returns, maintaining statutory registers, and drafting board resolutions. Restriction: The sole director of a company cannot also act as the Company Secretary.Is it mandatory to appoint a corporate secretary in Singapore?Yes. Under the Singapore Companies Act, every company must appoint a corporate secretary within six months of incorporation. The secretary must be a natural person who is ordinarily resident in Singapore, and the role cannot be left vacant for more than six months.Who can be appointed as a corporate secretary in Singapore?Under the Company Act, every company in Singapore has to appoint a corporate secretary upon the incorporation of the company.Can a foreigner be a company secretary in Singapore?The company secretary has to be a natural person and locally resident in Singapore.Can a director also serve as the company secretary?Yes — but a sole director cannot also be the company secretary of the same company. In Singapore a director may also serve as the company's secretary, with one key restriction: where a company has only one director (a sole director), that director cannot simultaneously act as the company secretary, and a separate qualifying secretary must be appointed. This rule prevents one person from controlling both the director and secretary functions without any internal check. For small companies with a single director who is also the shareholder, it means appointing or designating another locally resident person as secretary — a direct reason many micro-businesses outsource the secretary function to a CSP. If the company has two or more directors, one of them may serve as secretary (provided they are a local resident and not the sole director).When must a company appoint a corporate secretary?Within 6 months of incorporation. The company secretary must be appointed and filed with ACRA.How do I change or transfer my corporate secretary provider?The outgoing secretary resigns, the board resolves to appoint the new secretary, and the change is filed with ACRA within 14 days. Switching corporate secretary usually takes four steps: the new provider completes KYC on the company and its directors/shareholders; the current secretary submits a resignation; the board passes a resolution appointing the new secretary; and the change is filed via ACRA BizFile within 14 days of taking effect. The process does not normally disrupt operations and does not require a shareholders' meeting. During the switch, obtain the full statutory registers, historical resolutions, the constitution and past Annual Returns from the outgoing provider so the compliance trail is unbroken. If you are also changing the registered address, file that at the same time. When selecting a new provider, confirm they can seamlessly take over historical records and provide a handover checklist.Should I outsource corporate secretarial services?By outsourcing the corporate secretarial services, you can have all your paperwork done without needing to engage a full-time staff. Unless the scale of your business is big and having a lot of regular changes, it’s a cheaper and more convenient to oursource your corporate secretarial services. Not only you don’t need to pay a full-time salary, you also save on logistic e.g. providing a station for the full-time corporate secretary.How much does a corporate secretary cost in Singapore?Corporate secretary services in Singapore typically cost between S$300 and S$800 per year for a basic package covering the annual return, AGM documents and statutory registers. Fees rise with company complexity, foreign ownership, nominee director arrangements or bundled services like registered address and bookkeeping.Does a Singapore branch office need a corporate secretary?No. A branch office of a foreign company in Singapore is not required to appoint a corporate secretary, although it must appoint at least one local agent who is ordinarily resident in Singapore.Does a dormant company still need a corporate secretary?Yes — even with no activity it must keep a secretary and file basic annual returns; some simplified filings and audit exemptions may apply. A dormant company (one with no accounting transactions during the period) is still a live, registered company, so it must appoint a corporate secretary, maintain a registered address and statutory registers, and meet its annual filing obligations. The difference is that a qualifying dormant company can enjoy simplified compliance — for example, exemption from preparing audited financial statements, a simplified Annual Return, and in some cases exemption from preparing financial statements at all. However, the AGM/Annual Return filing obligation and the requirement to have a secretary are not waived. If the company is unlikely to trade again, rather than keep bearing dormant-period compliance costs, consider a formal strike off. Whether to stay dormant depends on the likelihood of restarting the business.What happens if a company does not appoint or maintain a corporate secretary?Failure to appoint or maintain a qualified company secretary may result in: ACRA penalties and fines Compliance breaches recorded against the company Increased risk of director liability Non-compliance can affect audits, bank accounts, and future corporate actions.Can a company have more than one corporate secretary?There is no legal limit on the number of corporate secretaries a company may appoint, but in practice most companies appoint one firm or individual to keep filings consistent and avoid duplication of statutory duties.Which companies do not require a company secretary?Every company incorporated in Singapore must appoint a company secretary. The main exceptions are foreign branch offices and sole proprietorships or partnerships, which are not companies and therefore do not need a secretary.Does a charity need a company secretary?Charities registered as companies in Singapore must appoint a company secretary like any other company. Unincorporated charities and societies are not subject to the Companies Act and do not have this requirement.What are the legal requirements for appointing a company secretary?Penalties start at S$300 and can escalate. Continued non-compliance may result in director disqualification and striking off.What is included in a corporate secretarial services package?A typical corporate secretarial package includes preparation and filing of the annual return with ACRA, AGM documentation and minutes, maintenance of statutory registers, lodgement of director and shareholder changes, share allotments and transfers, and compliance advice under the Companies Act.What documents are needed to appoint a corporate secretary?To appoint a corporate secretary you generally need the company's incorporation documents (certificate, constitution and business profile), particulars of directors and shareholders, a consent to act form, and resolution of the board appointing the secretary.How long does it take to appoint a corporate secretary?Once KYC and the required documents are in place, appointment and ACRA filing usually take 1–2 business days. Appointing a corporate secretary is itself a quick process; most of the time is spent on the up-front due diligence. Once the provider has completed KYC on the company and relevant persons and gathered the necessary documents, the formal appointment (preparing the consent, passing the resolution, updating the register and filing with ACRA) usually completes within 1–2 business days. For newly incorporated companies, the secretary appointment often happens alongside incorporation; for existing companies switching providers, speed also depends on how quickly the outgoing provider hands over historical records. Where documents are incomplete, structures are complex and cross-border, or enhanced due diligence is needed, the timeline extends accordingly. Using an automated platform (such as CorpSec AI) markedly compresses the drafting and preparation stages, so professionals spend their time reviewing and confirming.Should I use the same firm for corporate secretarial and accounting services?Using one firm for both secretarial and accounting services can improve coordination — the accountant's data (e.g. financial year end, share capital changes) flows directly into annual filings. However, engaging separate specialists is also common and acceptable.Is a company secretary an officer of the company?Yes. Under the Companies Act, the company secretary is an officer of the company with statutory duties, including maintaining registers, preparing board and shareholder documents, and ensuring filings are made on time.What is the difference between a corporate secretary and a nominee director?The secretary is a statutory compliance role with no director liability; a nominee director is a real director appointed to meet the local-resident-director requirement. A corporate secretary and a nominee director are entirely different roles. The corporate secretary is a mandatory statutory office responsible for maintaining statutory registers, preparing board and shareholder documents, and filing with ACRA; the secretary does not make business decisions and does not bear directors' liabilities. A nominee director, by contrast, is a genuine director — typically appointed to satisfy Singapore's requirement for at least one director ordinarily resident locally, common for foreign-owned companies. A nominee director carries the legal duties and potential liabilities of a director, which is why the fee is far higher and usually accompanied by an indemnity and disclaimer agreement. The two cannot substitute for each other, and many foreign-owned companies appoint both.What is the agenda for the first board meeting?The first board meeting typically covers: adoption of the constitution, appointment of the company secretary and auditors, issue of shares to subscribers, opening of a bank account, approval of the registered office address, and confirmation of financial year end.

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